Item 1.01. Entry into a Material Definitive Agreement.
On September 23, 2025, Lamar Advertising Company’s (the “
Company
”) direct wholly owned subsidiary Lamar Media Corp. (“
Lamar Media
”) entered into the Amendment No. 5, dated as of September 23, 2025 (the “
Amendment
”), to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto (such agreement, as amended, the “
Credit Agreement
”). Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement.
The Amendment establishes $700.0 million of Term B Loans (the “
Term B Loans
”) as a new class of incremental term loans. Lamar Media borrowed all $700.0 million in Term B Loans on September 23, 2025. Proceeds from the Term B Loans were used to repay $600.0 million in Term B Loans that were previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility.
The Term B Loans will mature on September 23, 2032 (or if such day is not a Business Day, the next Business Day) and the entire principal amount of the Term B Loans then outstanding, together with all accrued and unpaid interest on the Term B Loans, will be due and payable on such date. The Term B Loans will bear interest at rates based on the Adjusted Term SOFR Rate (“
Term Benchmark Term B Loans
”) or the Adjusted Base Rate (“
Base Rate Term B Loans
”) at Lamar Media’s option. For purposes of the Term B Loans, the “Adjusted Term SOFR Rate” is a rate per annum equal to the Term SOFR Rate for the applicable interest period,
plus
0.00%. Term Benchmark Term B Loans will bear interest a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% and Base Rate Term B Loans will bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%. The guarantees, covenants, events of default and other material terms of the Credit Agreement, which remain unchanged by the Amendment, apply to the Term B Loans.
The Administrative Agent, the lenders under the Credit Agreement and each of their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for Lamar Media and its affiliates, for which they receive customary fees.
The description above is qualified in its entirety by the Amendment filed as Exhibit 10.1 to this Current Report on
Form 8-K
and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No. |
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Description |
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| 10.1 |
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Amendment No. 5, dated as of September 23, 2025 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto. |
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| 104 |
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